XMen: The Spider Evolves
by Coopland
Summary: Finally Chapter is up... Personally I don't think it's as good as the rest but it's your votes that count.
1. Guilt and Goodbyes

SPIDER-MAN EVOLTUION  
  
Chapter one: Guilt and Good byes  
  
"Peter!" movement. "PETER PARKER GET UP NOW!" "I'm up Aunt May! I'm up!" said Peter grogerly Peter looked at his clock and let out an "AAAH!" of suprise Peter got dressed and shot down stairs, grabbing his lunch money and shooting out of the door tossing a 'Bye!!" over his shoulder. He raced towards the bus, which for once it seemed had waited for him, he got right up to the back and it pulled away. "Awww CRAP!" yelled Peter "Help me Peter....." a voice came from a very dark, dank alley It was the voice of his Uncle, Ben Parker. Peter carefully advanced down the alley and saw his Uncle lying on the floor with a bullet wound. "I forgive you..." he said and then suddenly he breathed no more. A figure came into view, the face was still shadowed, but he could see the gun in his clearly. "YOU!!" yelled an out raged Peter "WHY?! WHY DID YOU KILL MY UNCLE?!" "Oh don't be silly boy." said the man as he stepped forward the next time he spoke, his voice was the same as Peters "I didn't kill him." the murderer stepped into view, the scruffy brown hair, the dark brown eyes, Peter knew those features well, they were his. "YOU DID!!" And then he woke. "I'm sorry," Peter whispered in the dark. "I'm sorry......."  
  
*** The Xavier Institute for Gifted Youngsters ***  
  
"This man is a fraud!!" yelled J. Jonah Jamerson, Publisher of The Daily Bugel "Why does he wear a mask? What has he to hide? I vow not to rest until Spider-man is brought to....." *click* "Man," said Scott to nobody "Why's everyone so hyped up about this Spider- man guy? I think he's on our side!" Scott Summers, the mutant X-man known as Cyclops stood up, he was still dealing with all the changes, Quicksilver and his sister The Scarlet Witch are now on there side, Kurt and Kitty are now romanticly involved and today he was leaving the X-men to form X-factor somewhere in miami. (I don't know where X-factors Base Of Operations is so, why not put them somewhere nice?) All in all, he thought to himself It's been a pretty screwy weak. Quicksilver on our side, gonna take some getting use to...unfortunatlly, I won't be around to see it. Scott walked to the front door where Jean, Bobby, Hank and his newist team mate Warren where waiting for him. "You had better make this quick...." said Hank "We've already said our good byes." Scott walked up to his friends and one by one said good bye, he then reached Kitty. "Go easy on Kurt hu?" he said "No problem, Scott." she said brushing away a tear. "Evan....try to get to class on time bud, will ya?" Scott told the skateboarding X-man "I'll miss you to man." Evan said nodding. When Scott reached Rouge, he said nothing. "Ah'm gonna miss you...." Rouge said as she hugged him "I'll miss you too..." Scott choked he walked over to Logan. "Good bye, tough guy." Scott said "Don't think you've seen the last of me, bub." Logan 'threatened' " 'Rorro wishes she could be here to say good bye, but she had to leave for Africa." Scott looked around for Kurt, he was about to go find him, but Hank said "We've got to go." ***The Gates to the institute*** Kurt sat on the wall, and watched as the car stopped waiting for the gates to open, a window rolled down, and he saw he friends waving to him, he didn't want them to go, espcially Scott and Jean, his first real friends. "Good Bye!!" he yelled the tear rolling shameless down his face. "......good bye."  
  
end of Chapter One  
  
Well, well, what did ya think? you like? I know not much Spidey yet.... this was just the good byes, I'll try and have the next chapter up soon, until then.... Good bye out there.... whatever you are...... Super 'can't sing or dance, can write a little' Coops. 


	2. First Encounter

The Spider Evolves  
Part II  
  
(Authors note:Set afew weeks after chapter one.I know it doesn't make much sense yet, but bare with. )  
Peter walked down the street towards the Daily Bugle, his school Midtown High, had been closed due to a battle Spider-man had against the Green Goblin, Peter felt guilty for wrecking half the school, but at least no one got hurt.  
(Well almost no one, poor Professor Warren is still in a coma, thanks to you Pete.) He thought to himself.  
Peter walked along in a daze, unconsciously using his spider-sense to avoid being knocked down, then it went into over drive, screaming 'DANGER FROM ABOVE!!' in his head, glancing up, Peter barely got a glimpse of a man dressed in red and black, ducking into an ally he began to change into his Spider-man costume.  
Magneto was ready to make his move; he raised a piece of metal off a building and made it into a make-shift microphone.  
"PEOPLE OF NEW YORK CITY!" he yelled, "I AM A MUTANT, YOUR NEW MASTER! MY NAME IS...."  
Suddenly Magneto couldn't speak, he had some kind of grayish-white substance stuck to his mouth.  
"Wait wait, lemme guess..." said a costumed hero in red and blue, the red was covered with webs and had a spider in the middle of his chest.  
"You must be 'Revengeful Red', no, no..." he paused "Super Scarlet? um..I know it's the 'Flying Flunk-' OOF!"  
The costumed clown was hit in the back by a chunk of metal, he stuck to the side of the building.  
"Oooh" he said 'knowingly' "You must be 'Magnet Man'!!, me I'm the amazing..." jump, swing. "The incredible.." dive, punch, swing. "The astonishing Spider-man! or Spidey for short. But that's only to my friends."  
Ripping the webbing from his face, Magneto roared, obviously this 'Spider-man' didn't know who he was dealing with.  
"You stupid insect!!" Magneto roared "I am Magneto, master of magnetism!"  
Spider-man was being bombarded with chunks of very sharp, flying pieces of Metal, but dodging them with ease.  
"You know Mags..." Spider-man paused "Can I call you Mags? Anyway Mags, technically it's 'Arachnid' not 'Insect'."  
Spider-man jumped from building to building to the roof where he jumped into a wall of solid fat.  
"Blubber Boy?" asked Spider-man  
Fred Dukes, the blob wasn't impressed, instead he was very angry and he just let himself fall forward yelling, Spider-man dived out the way just in time.  
(This is getting stupid.) Thought Peter (First Magneto then this, this...Blob.)  
All of a sudden Peter felt the roof begin to shake, and a long slimey tounge wrapped round his arm.  
"Hey!" yelled Peter "This is dry clean only!"  
Peter pulled the owner of the tounge towards him, it was a scruffy unshaven, unwashed kid who resembled some sort of frog, Peter lifted him up, pulling back a fist.  
"Uh...Wazzup yo?" said frog-boy.  
"Put Toad down, before Gambit dishes out some real punishment."  
"Toad, Gambit and Magneto?" Peter asked still holding up 'The Toad'  
"What about Blubber Boy there?"  
"His name's The Blob." said a guy with a see-through helmit. "And I'm Avalanche."  
Alalanche pointed to a kid in red and yellow "And this is Pyro."  
Peter sighed, he had no way out but he was heavily over powered, he was scared and wanted to go home,so he turned to the Blob and said.  
"Hey, hey hey!! Say 'I'm gonna crush you like a bug!!' it cracks me up when you bad guys say that!"  
Suddenly he could feel his web shooters get lifted into the air, and him along with it.  
"I think I've seen your helmet before, Maggy!" Peter said "Now where do you shop? I think I was going to buy one but it didn't go with the rest of my outfit."  
"Now Spider-man!" yelled an enraged Magnteo "You will die for your lack of respect, you foolish child!"  
Suddenly Magneto was hit by a orange power beam and Peter was freed. He looked to where the beam had come from nad he saw a guy, with blonde hair, in black with a white circle on his chest, he was stood to the left of a guy in orange and black, who was wearing a mask. On the masked mans right was a blue furry guy with a tail and a red V-shape on his black uniform. To the right of blue boy was a girl with brown hair with a white streak at the front dressed in green and black, and to left of the blonde haired kid, was a brown haired girl in blue and black.  
The guy in the mask nodded to the blonde kid, "Nice shot Havoc."  
Peter was thankful, he had no idea who they where but he decided they were on his side, as he Spider-sense didn't react to them. They all had 'X's on their uniforms somewhere or another.  
The masked guy looked up "Now Storm!"  
Peter followed his gaze to an african woman with white hair. The skys grew clouded and dark, Peter turned around to face Magnteo now feeling alot more confident.  
Magnteo rasied part of the roof right of the building and with hate and vengfulness in his voice he roared. "We'll meet again Wolverine! Tell Charles he can never acomplish his worthless dream!"  
And with that he retreated with his lackies riding on the floating roof.  
"Uh, thanks." said Peter nervously "Um...um..so what are you guys? the X-Squad or something?"  
"We're the X-men, Peter Parker." said the guy in a mask "And we've got an offer for you."  
  
To be continued....  
Well what do you think? Is it good, oh and you who likes X-Factor I'm sorry I forgot your pen name... I'll think about doing some stories, who would like to see the Spider-man evolution's adventures. They'll include how Spider-man came to be and the battle before this adventure. But I'll only put them up by demand, so until next time Make Mine Marvel. (I love saying that.) 


	3. The proposel

The Spider Evolves Part III  
  
The proposel.  
  
"We're the X-men, Peter Parker. And we have an offer for you." said Wolverine  
"H-h-how do you know my name?" asked Peter  
Well that would be my doing Peter, a voice said in his head  
Peter's head scanned the roof top as he looked for the owner of the voice.  
"Uh...okay, I thought they're wouldn't be voices in my head until I was at least 30...." Peter said, it was a lame excuse for a joke, but it was the best he could do to stop himself from going crazy.  
Wolverine took of his mask, "My name's Logan, kid. The elf boy there is Kurt and next to him is Kitty, to my left is Alex Summers and Rouge."  
Peter hesitently took of his mask, and looked at these 'X-men', he stepped closer hopefully his spider-sense would warn him of danger if it was a trap.  
"So...what's this offer?" Peter asked  
Kitty slid up to Rouge and whispered, "He's kinda cute."  
to which Kurt replied "Hey! I'm standing right here."  
"Knock it off kids!" said Wolverine "We want you to come and join the team, it would mean a transfer to a new school and we would need your parents permission."  
Peter looked down, he was embarresed and upset at the same time,  
"Uh...I live with my Aunt and she doesn't know about my powers..."  
Wolverine nodded understandingly.  
"Well just tell her it's a school for academicly gifted youngsters, that's our cover. 'The Xavier Institute for gifted youngsters'. Remember that name okay?" Wolverine said  
"Well...I'll think about it," said Peter putting his mask back on.  
"Thought that might be your answer." Wolverine replied "We'll send someone to your school to see you in two weeks,"  
"Right." said Peter as he fired a web-line "Well gotta fly."  
Peter swung away slightly dased and definatly confused.  
  
*Two weeks later*  
  
"...anyone know WHY carbon monoxide is dangerous?" asked Peters teacher to the class, afew people put there hands up in hope of being clever but Peter wasn't even listening.  
"oh and don't say 'Because it kills.', that will get you no marks there." the teacher added  
(A/N: Go on if you can tell me Why Carbon monoxide kills I'll...uh...um...be really impressed? I know..but kinda forgot..it'd really help me in Chemisty!)  
The kids holding up there hands all put them down.  
There was a knock at the class room door and a young man in his late twenties with blonde hair walked in,  
"Is Peter Parker here?" he asked "I'm Warren Worthington, I'm here about the Xavier Institute."  
Peter had nearly forgot he talked to his Aunt May and she was, obviously overcome with pride but wanted to talk to one of the teachers, from the school.  
"I have an appoinment with him and his aunt." Warren explained to the teacher.  
Peter lefted the room with Warren and saw a kid wearing red sun glasses,  
"Hey Pete," said sun glasses "I'm Scott, from X-factor, based in Florida."  
"Florida?!" yelped Pete in suprise "Whoa I'm not going to Florida! Aunt May wouldn't sleep a wink!"  
Scott laughed as the three walked along the hall to the meeting room, where Peter's Aunt May was waiting.  
"You'll be based here, with the X-men at Bayville High. We were just here visting friends, it's Kurt's birthday soon" explained Scott "You've met Kurt, right the blue dude?"  
Peter nodded. "Oh yeah, I remember him."  
Peter, Warren and Scott entered the meeting room, where Aunt May was waiting.  
May Parker was a woman in her mid fifties with greying brown hair, and wisdom filled eyes, the three young men sat down.  
"Ah Peter, your on time I see for once." she teased him  
"Aunt May, This is Mr.Worthington and Scott Summers." Peter introduced  
"I'm a former student of The Xaiver Institute for gifted youngsters, I've been transfered to the Miami based Institute."  
May's reaction was exactly the same as Peter's.  
"Miami?!" she exclaimed "My Peter's not going to Florida, aren't your parents worried about you being so far away?"  
"My parents are......I'm....I'm an orphan." Scott explained  
Warren quickly changed the subject.  
"Peter would be at the Bayville Institute not the Miami one, Mrs Parker. He would stay at the institute for the term and come home in the holidays. He'll be around people his own age and would have extra classes to explore his natural talents."  
Peter looked at his Aunt with pleading eyes he had mastered over twelve years of living with her, granted he was sixteen now, but they never failed him yet.  
"Can I Aunt May?" he asked  
"Peter your sixteen now, it's up to you." May said sighing "I wish I could keep you here forever, but I can't. You have to grow up sometime."  
Peter stood and turned to Warren.  
"When do I move in?" he asked holding out a hand  
"Whenever your ready." Warren said shaking his hand.  
  
To be continued....  
  
(Spidey moving in with the X-men?! What the heck am I thinking...acctually you'll see what I'm thinking, it'll build up to a Spider-man: Evolution story that's if I ever get around to writing them...oh well, and sorry I realise I sounded waaaaaaay to snobby at the end of the last chapter. Also you'll notice alot of time jumps in this story...hope it doesn't confuse you guys and gals to much. Well cheesepuffs people! 'Till next time.) 


	4. The Costume

Spider Evolves: New Costume....  
  
***The Blackbird***  
  
"Okay kids, listen up." said Wolverine "We're going out on an out door training class to this remote island."  
Kurt sighed  
"Why is it always a remote island?" he asked "Why can't it be disney land or something?"  
Wolverine ignored him and carried on "A small meteor crashed on it, and it'll be your job to retreave a piece and bring it back get's their carefew cut back 'till midnight for the rest of the week."  
Peter stuck his hand up then said  
"But it's Saturday."  
Wolverine smiled, which is rare to say the least.  
"Exactly." then he was back to business "You can work in groups or alone, it's up to you."  
"I'll work with Kurt!" said Kitty  
The others side and shook their heads, Rouge teamed up with Havoc (reluctenly) and Spider-man was by himself.  
"Alright, three, two...one...GO!" said Wolverine  
Spider-man had a huge head start using the trees by hooking a web on to them or just bouncing off them, while Shadowcat held on to Nightcrawler as he bamfed them along, Havoc and Rouge however, had to walk.  
Soon Spidey had reached the meteor and had collected a sample putting it in his web backpack, then the wierdest thing happened. The meteor which was blacker then space seemed to come alive, it became almost liquid and the surface of it jumped at Spider-man coating him in a new costume which had a white spider on it, white eye pieces and the rest was black.  
Peter was shocked but, for some reason totally calm so he turned and swung back.  
  
*New York city, one week later*  
  
Peter realised he could make his costume appear and dissapear whenever he wanted, and had never had more energy then he did since getting the costume, he had told Professor Xavier, and he had sent a sample to Henry McCoy along with the meteor samples they collected.  
He was swinging high above the city, when his spider-sense went into over drive and he saw a man with four metal arms fire some sort of lazer at him from the ground, Spidey jumped down and hit the guy in the face with a double kick.  
"Don't you know it's rude to fire lazers at....." Peter's snappy banter was cut off when one of the metal arms wrapped around his chest and began to squeeze, he felt like his ribs where on fire.  
"Ow...OW!...OW! No this is not...OW..how it works..OW...You cause trou-OW..trouble...I make a snappy entrance....OOOOW.... you put up a good fight....ARGH....and I kick your butt three ways from sunday!" Peter said trying to keep cool.  
"I knew it!" said the man with the metal arms "You are no match for Doctor Octopus!"  
"Doc Ock?" asked Peter "Arrrrrrrrrrrrgh...your...your kidd-kidding right?"  
Peter heard a bamf, smelt the unmistakble smell of sulphur and suddenly found himself free of Doc Ock's arms. Not wanting to take a chance Peter punched Doc ock in the jaw, and the mad man fell, Pete then looked up.  
"Thanks Nightcrawler." he said "But may I sujest we get our sorry tooshies back to the Institute?"  
Nightcrawler grinned  
"Good idea!" he said  
  
*X-factor, Miami*  
  
"What's the matter, Mr McCoy?" asked Bobby  
"Hmmm this material Spider-man's costume is made out of..." The Beast was lost deep in thought.  
"oooh-kay, but anyway Scott said we've got a mission." explained Bobby "Some crazy dude calling himself Bullseye* is tearing up Miami."  
Hank and Bobby left to join the other members of X-Factor, and niether of them noticed that the black piece of material had doubled in size and had become red around the edges  
  
To be continued.....  
  
(A pritty short chapter I know but I've hit every authors best friend writer's block. yay...lucky me...oh well please review! ta!) 


	5. Symbiote

THE SPIDER EVOLVES:  
  
Symbiote  
  
(Authors Note: Okay Eagel eyed readers of 'Enter: The Avengers' would have noticed I said 'X-factor' are based on the west coast yet I accidently put them in florida so, sorry about that folks...still east coast!)  
  
Peter had changed ever since he had got the new suit, he was meaner and more aggressive, as he walked along the corridors of Bayville high he scanned the halls....looking for trouble then it walked into him, in the form of a senior named Eddie Brock. Brock was stocky in build and short of temeper his blonde hair was in a crew-cut and and his murky blue eyes were small and hard.  
  
"Watch it punk." said Brock  
  
"How about you apologies to me bone-head?" retorted Peter  
  
"What did you call me?" asked Brock  
  
"It had something to do with contents of your skull, moron." Peter said harshly  
  
Brock didn't need a second excuse he span fist first to punch Peter, and Peter dodged with ease, then with a singal punch knocked Brock out cold but he wasn't finished he continued to beat on Brock, when Rouge saw him she rushed over.  
  
"Whut in tarnasion are you doin'?" she yelped  
  
Peter wasn't listen, and Brock had regained conciousness.  
  
"G-Get him off of me!" Brock spluttered  
  
Rouge had no choice she touched him and got such a shock she fainted, she had absorbed two personalities Peter's and his suit!  
  
*** Miami -The Xavier School for gifted youngsters-***  
  
Hank McCoy rushed down the corridor and tapped his comm,  
  
"Scott!" he said, "I'm on my way to the comunication room, you have to open a channel to the Professor."  
  
X I'm on it Beast,X replied Scott  
  
Scott was just opening the channel when the beast rushed in, Scott nodded then left and Hank turned to the Professor on the screen.  
  
"Charles," he said hastily "You must get Peter to take off his suit he's in great danger!"  
  
The professor nodded  
  
X Yes I know,X he replied XWe have had to restrain him, because his suit is somehow effect his judgment. Rouge had to absorb his personality and powers...X  
  
"Professor," said Hank "It's worse then that, the suit is a symbiote and it will eventualy eradicate Peter Parker, another being living in his body."  
  
***The Xavier institute, Bayville***  
  
Peter had been restrained, both physical and mentally, he was fighting a loosing battle.  
  
"This body is mine...." the black substance said  
  
"Rub a lamp pal this is my body, my will, I will not be pushed about in my own mind!" Spider-man yelled back  
  
Then in Peter's mind the black thing, keeled over in pain, and Peter was vaguley aware of the blackbird landing, in the hanger in the next room.  
  
"Noooise!!" it screamed "Turn off the noise,"  
  
But Peter had won, he forced it out of his mind and off his body, defeated it slithered away and Peter had made a desision.  
  
***  
  
Eddie was a laughing stock, because of that Parker punk. He was even ridiculed by freshmen!  
  
He walked by a bunch of freshmen girls giggling and pointing at him, he had had enough, he stormed upto Peter who was casual talking with one of the institues newer students Paige Gurthie aka Husk, Cannonball's sister.  
  
"Um, Pete." said Paige, she pointed behind him.  
  
"Yeah...I know," he tapped his head, "Spider-sense giving a low level buzz."  
  
Brock swung at Peter again and once again missed only Peter had been leaning against a wall, so he hit the wall and nearly broke his hand, once again seeing everyone laughing at him was too much, so he ran into the forest just off the school grounds.  
  
He didn't notice the black liquid-like substance following him....  
  
To be continued....  
  
Sorry it's been so long since I updated....but this chapter is finally up (d'uh) and this story is turning out to be alot longer then 'Enter: The Avengers!', and I've decided to tell you what my crossovers are leading up to..... the toughest challange the 'Evolution Universe' will ever face.....Onslaught Evolution! Onslaught: Evolved will feature the Hulk, the Avengers (With a few new memebers such as Hawkeye). The Fantastic Four and my personal fave The Spectacular Scarlet Spider! (Who you ask?) But don't worry I'm not going to introduce them all here....they'll just get their own slots under their own catagories....uh, maybe. Tell me who you think I should do a story to introduce and I will, thanks.  
  
Phew this turned out to be longer then I though, sorry folks! Will 'till next time true believers, make mine marvel!! (No I haven't gone insane.) 


	6. Thoughts and Feelings

THE SPIDER EVOLVES:  
  
Thoughts and Feelings.  
  
Peter:  
  
Dear Journal,  
  
I've never done this before.... kept a journal.  
  
Kurt sujested I should try, he's pretty smart for a goofball... like me.  
  
He said: "Why don't you keep a diary? It helps me when I feel down."  
  
I asked him if he ment journal and he said "Same difference."  
  
Must be a Europian thing.... anyway.  
  
I've decided to leave the Xavier Institute, it took alot of thinking over but... the fact of the matter remains. I don't fit in here.  
  
Everyone else is really close... heck even Rouge fits in better then I do, but it's only because she was born with her powers. I wasn't my were gifts and the Professor is trying to train me... but I already know more about my powers then he does... I'm better off finding things out for myself.  
  
Of course, if Uncle Ben was still around, things would of been different. He'd urge me to use my powers for good... and I could go to him when I needed advice on life. The professor I can only ask about homework....I guess I miss my family.  
  
Aunt May.  
  
That's why I don't fit in here, these guys are family but I'm more of a distant relative.  
  
Besides... it's too far from the city and I can't even go out for a swing to clear my head when I want to.  
  
Well that's settles it...come weekend, I'm telling the professor I want to go home.  
  
And if Aunt May has turned my room into a knitting room or whatever I guess I could chill with the Avengers or crash with my matchstick pal, The Human Torch!  
  
Well, 'till next time.  
  
Adios!  
  
Eddie Brock:  
  
I've just realised something's chasing me, like my life isn't bad enough.  
  
I've been humilated, TWICE by some punk softmore, (A/N: that's the right spelling right? I dunno cause I'm not American,) I can't show my face at school anymore because I get laughed at and now I'm being stalked!  
  
Well he won't get me... whoever it is, this time I'm safe...I'm in control.  
  
What was that kid's name? Parker.  
  
That was it, Peter Parker.... I'll have my revenge.  
  
All of a sudden my face is on the floor, covered in mud. Great now my clothes are ruined, well at least no one saw that. As I look up I see it, it's like a shadow without a body, oh god... it's grabbed me!  
  
What's happening?!  
  
Get it off! No...no....NO!  
  
YESSSSSSSSSSSSSS!  
  
We are REBORN, we're there was Eddie Brock and the symbiote now there is only one!  
  
Now we will have our revenge!  
  
So swears VENOM!  
  
To be continued..... 


	7. Dark Reflections

THE SPIDER EVOLVES  
  
Dark Reflections  
  
Professor Xavier was in his study, looking at his map of the world... there were many, many mutants and he had to help reach them, and make them understand. It was alittle easier with now two 'schools' (X-men and X-Factor), but nowhere near enough to help them all. It was a hard task, and although he hated to admit it, he was begin to feel the strain.  
  
"Come in, Peter." The Professor said.  
  
*Knock knock knock*  
  
Peter then opened the door frowning,  
  
"I wish you wouldn't do that Professor," he said walking in  
  
Charles smiled.  
  
"What can I do for you?" he asked.  
  
"I'm leaving tomorrow, going back home to Queens."Peter stated, he never believed in sneaking around the point, and a spoon couldn't be any blunter then him at times.  
  
"I see, have you discussed this with your Aunt?" Charles replied.  
  
Peter nodded, "Yeah, I have."  
  
Before the coversation could go any farther, the X-men's alarm went off.  
  
Peter sighed "Too much to hope it's a farewell party?"  
  
"I'm afraid so, suit up and meet the others in the forest," Charles frowned "I can sense the brotherhood...and another life form...but it's odd...."  
  
Peter however had already gone, leaping, jumping and running down the hallway.  
  
*** The forest near bayville high ***  
  
The team known as the X-men moved causiously, it was in affect a new team, with Evan, Scott and Jean elsewhere, Magma had been promoted to the main team and Havok and Polaris had joined the X-men.  
  
Wolverine growled, "Heads up kids, they're all around us."  
  
Spider-man's spider sense was howling, then the earth began to shake.  
  
"Whoa, whoa whoa!" said Spider-man, "Who's been at the curry?!"  
  
No had a chance to laugh or complain, as the Toad, Pyro, Sabretooth, Avalanche, The Blob, Gambit and Magneto appeared.  
  
"Turn back now, Bucket Head." snarled Wolverine "We out number you."  
  
"I don't know," Said Spider-man "Lardo-lad there counts for at least five men."  
  
The Blob inraged by Spider-man's joke charged at him, however Spidey easily avoided him and slamed straight into a tree, when Spidery landed on all fours just infront of the blob he added,  
  
"Each with the relative I.Q of a dustbunny."  
  
***  
  
Charles Xavier was watching the fight between the two teams, over all the X-men where winning, but Wolverine was going one on one with Magneto.  
  
"I think it's time to introduce our newest player." said Magneto.  
  
With that a man built like building stept out dressed in black with a white spider symbol on, it took everyone a spilt second to realise that his mask was actually his face, with two rows of jagged teeth and a slim covered tounge.  
  
"The Symboite...." whispered Spider-man.  
  
Spidey and the symboite tusseled away from the main fight, leaving Magneto alone with Wolverine.  
  
Wolverine lept at Magneto, and was suspended in mid-air by the master of magnatism.  
  
"I have had enough of your meddling, you filthy mutt." Magento said with rage, and suddenly, holes started appearing in Wolverine's body and the admantinum was pulled from his skeleton, Wolverine slumped to the ground.  
  
Nightcrawler had since this, and lept at Magneto, delivering a well placed punch to his chin and knocking his helmet off, and Charles, enraged by what his former friend had done, took advantage.  
  
Charles? Asked Magneto.  
  
Good bye, Eric. Said Charles and with that shut off his mind and 'reset' his brain.  
  
The brotherhood fled, but Peter and the symboite where still missing, and as for Logan......  
  
To be continued..... 


	8. With Great Power

With Great Power…  
  
Peter was at a disadvantage, he was alone against a creature that knew his every weakness and he knew nothing about it.  
  
(Except the symbiote is weak against certain sonic frequencies, although that doesn't help me much.) Thought Peter  
  
He jumped, swung, leapt dive and ran away from his adversary, then suddenly he thought of something, he changed direction and head towards Bayville High.  
  
***Not too far away***  
  
"Mr. Logan?" asked Kitty "Wake up, don't be dead."  
  
Kurt put his arm round Kitty and she looked up at him.   
  
"Oh man…" said Alex "When I find Magneto, he's gonna get a plasma beam so far up his…"  
  
"I'm okay..." choked Logan  
  
Logan stood and the holes in his flesh began to close up, he snarled and sniffed the air, squinting his eyes looking for any trace of Peter.  
  
"Herr Logan, are you okay?" asked Kurt  
  
"I've felt worse," said Logan in a growl, "I can't remember when…. But I felt worse."  
  
He started running in the direction of the battle between Peter and the creature known as 'Venom'.  
  
"Wolverine," said Rouge "How'd do ya plan on fighting wit' out your claws?"  
  
Logan stopped and turned his head lifting a fist up.  
  
Riiiiiiiip!  
  
Through his flesh tore three jagged bone claws.  
  
"You mean these?" he asked  
  
"Okay, now that's just gross." Said Lorna (Polaris.)  
  
"What are you kids waiting' for?" asked Logan "The web-head needs us, now let's go!"  
  
***Bayville High, receptionist's office***  
  
"Here Spider, Spider, Spider…" hissed Venom "We know your in here!"  
  
Venom crept round the room looking for the annoying insect… he would find him, rip his head off and then eat his brains, Spider-man jumped at him and Venom through the punk kid right into the microphone for the school announcement system, exactly where he wanted to be.  
  
At what seemed like lighting speed Peter flicked the switch on and held it against the speaker in that room, creating feedback.  
  
Venom screeched and clutched his head, stumbling about in agony, he tripped and fell backwards. The symboite was being ripped from his body and Peter saw Vemon's true face.  
  
"Eddie Brock?" he asked the struggling villain "Even with super powers I can still kick your hiney three ways from Sunday."  
  
"W-w-why…" he asked, "I- I'm stronger than you…"  
  
"Because," said Peter "With great power, comes great responsibility. I understand that… you don't… that's why you'll always lose."  
  
*** The Xavier Institute Gates***  
  
The symboite had been contained and taken by S.H.I.E.L.D and Eddie had been taken into mental health.  
  
Peter waved goodbye to his new friends from the cab and smiled, he would keep in touch, and more likely then not they would meet to battle a new foe too. The cab drove away and Peter vowed he would never forget his time at the Institute.  
  
***Two Weeks Later, Bayville High.***  
  
Kurt sighed angrily waking the side of his computer,  
  
"C'mon you stupid piece of junk!" he yelled at it. "What's wrong with you?!"  
  
"Something wrong, Kurt?" asked Amara  
  
"Yeah all my computer says is Onslaught! What's up with that?"  
  
The End… for now. 


End file.
